UNITED STATES OF AMERICA
Before the
SECURITIES AND EXCHANGE COMMISSION

Securities Exchange Act of 1934
Release No. 51349 / March 9, 2005

Admin. Proc. File No. 3-11849

In the Matter of

C. Dennis McKittrick,

Respondent.

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ORDER INSTITUTING
ADMINISTRATIVE PROCEEDINGS PURSUANT TO SECTION 15(b) OF THE SECURITIES EXCHANGE ACT OF 1934, MAKING FINDINGS AND IMPOSING REMEDIAL SANCTIONS

I.

The Securities and Exchange Commission ("Commission") deems it appropriate and in the public interest that public administrative proceedings be, and hereby are, instituted pursuant to Section 15(b) of the Securities Exchange Act of 1934 ("Exchange Act") against C. Dennis McKittrick ("McKittrick" or "Respondent").

II.

In anticipation of the institution of these proceedings, Respondent has submitted an Offer of Settlement (the "Offer"), which the Commission has determined to accept. Solely for the purpose of these proceedings and any other proceedings brought by or on behalf of the Commission, or to which the Commission is a party, and without admitting or denying the findings herein, except as to the Commission's jurisdiction over him and the subject matter of these proceedings, and the findings contained in Section III. B. below, which are admitted, Respondent consents to the entry of this Order Instituting Administrative Proceedings Pursuant to Section 15(b) of the Securities Exchange Act of 1934, Making Findings, and Imposing Remedial Sanctions ("Order"), as set forth below.

III.

On the basis of this Order and Respondent's Offer, the Commission finds that:

Respondent

A. C. Dennis McKittrick, 54 years of age, resides in South Carolina and served as a director, chief executive officer and a general securities principal for the Southern Financial Group, Inc. ("Southern"), a registered broker-dealer, from May 1994 until May 2002.

Facts

B. On December 14, 2004, a final judgment was entered by consent against McKittrick, permanently enjoining him from future violations of Section 17(a) of the Securities Act of 1933 ("Securities Act"), and Section 10(b) of the Exchange Act and Rule 10b-5 thereunder and from aiding and abetting violations of Sections 15(c)(3) and 17(a) of the Exchange Act and Rules 15c3-1, 17a-3, 17a-4, 17a-5 and 17a-11 thereunder, in the civil action entitled Securities and Exchange Commission v. Southern Financial Group, Inc., Richard M. Wooten, Charles Dennis McKittrick and Gerald F. Hunter, Jr., Civil Action Number 2:02-1806-18, in the United States District Court for District of South Carolina, Charleston Division.

C. The Commission's complaint alleged that, in connection with the sale of nineteen series of one-month and three-month promissory notes bearing interest at the rate of ten-percent (10%) per month, McKittrick and others operated a Ponzi scheme, falsely stated to investors that the notes were secured by sufficient capital to pay off the notes in the event of default, failed to disclose to investors that some of the notes were in default, omitted to disclose that the issuer of the notes was unable to make timely payments on the notes to some investors and otherwise engaged in a variety of conduct which operated as a fraud and deceit on investors in violation of Section 17(a) of the Securities Act and Section 10(b) of the Exchange Act and Rule 10b-5 thereunder.

D. The Commission's complaint also alleged that Southern was required to maintain $100,000 of net capital and that from at least October 30, 2001 through May, 2002, Southern's books and financial records inaccurately reflected a cash balance in an account ranging from $226,931.80 to $240,006.80. When that amount was corrected, Southern's net capital deficiency at the ends of the months of October 2001, November 2001, January 2002, February 2002, and March 2002 ranged from ($156,815) to ($198,568). The complaint alleged that Southern failed to promptly give notice to the Commission and others of the net capital deficiencies as required by law. The complaint also alleged that the reports filed by Southern were inaccurate in that they misrepresented Southern's cash position and failed to include certain liabilities. The complaint also alleged that McKittrick directed the firm to continue to transact business while he knew it was below the required net capital. As a result of this conduct, the complaint alleged that McKittrick had aided and abetted Southern's violations of Sections 15(c)(3) and 17(a) of the Exchange Act and Rules 15c3-1, 17a-3, 17a-4, 17a-5 and 17a-11 thereunder.

IV.

In view of the foregoing, the Commission deems it appropriate and in the public interest to impose the sanctions agreed to in Respondent McKittrick's Offer.

Accordingly, it is hereby ORDERED:

Pursuant to Section 15(b)(6) of the Exchange Act, that Respondent McKittrick be, and hereby is, barred from association with any broker or dealer;

Any reapplication for association by the Respondent will be subject to the applicable laws and regulations governing the reentry process, and reentry may be conditioned upon a number of factors, including, but not limited to, the satisfaction of any or all of the following: (a) any disgorgement ordered against the Respondent, whether or not the Commission has fully or partially waived payment of such disgorgement; (b) any arbitration award related to the conduct that served as the basis for the Commission order; (c) any self-regulatory organization arbitration award to a customer, whether or not related to the conduct that served as the basis for the Commission order; and (d) any restitution order by a self-regulatory organization, whether or not related to the conduct that served as the basis for the Commission order.